Common use of Proxy Statement; Other Information Clause in Contracts

Proxy Statement; Other Information. None of the information provided by the Company or its Representatives to be included in the Proxy Statement will (i) at the time of the mailing of the Proxy Statement or any amendments or supplements thereto and (ii) at the time of the Company Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement, as to information supplied by the Company, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder, the rules of NASDAQ, and applicable Laws. The letter to stockholders, notice of meeting, proxy statement and forms of proxy to be distributed to stockholders in connection with the Merger to be filed with the SEC are collectively referred to herein as the “Proxy Statement.” Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the information supplied by Parent or Merger Sub or any of their respective Representatives that is contained or incorporated by reference in the Proxy Statement.

Proxy Statement; Other Information. None of the information provided by with respect to the Company or its Representatives Subsidiaries to be included in the Proxy Statement will (ias defined below) will, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto thereto, and (ii) at the time of the Company Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by Newco or any Affiliate of Newco specifically for inclusion in the Proxy Statement. The Proxy Statement, as to information supplied by the Company, Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder, the rules of NASDAQ, and applicable Laws. The letter to stockholders, notice of meeting, proxy statement and forms form of proxy to be distributed to stockholders in connection with the Merger and any schedules required to be filed with the SEC in connection therewith are collectively referred to herein as the “"Proxy Statement.” Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the information supplied by Parent or Merger Sub or any of their respective Representatives that is contained or incorporated by reference in the Proxy Statement."

Proxy Statement; Other Information. None of the information provided by the Company or its Representatives to be included in the Proxy Statement will (ia) at the time of filing with the SEC, (b) at the time of the mailing of the Proxy Statement or any amendments or supplements thereto and (iic) at the time of the Company Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement, as to information supplied by the Company, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder, the rules of NASDAQ, and applicable LawsAct. The letter to stockholdersshareholders, notice of meeting, proxy statement (including any amendments and forms supplements thereto) and form of proxy to be distributed to stockholders in connection with the Merger to be filed with the SEC and distributed to shareholders in connection with the Merger are collectively referred to herein as the “Proxy Statement.” Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the information supplied by Parent or Merger Sub or any of their respective Representatives that is contained or incorporated by reference in the Proxy Statement.

Proxy Statement; Other Information. None of the information provided by the Company or its Representatives to be included in the Proxy Statement will (ia) at the time of the mailing of the Proxy Statement or any amendments or supplements thereto and (iib) at the time of the Company Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement, as to information supplied by the Company, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder, the rules of NASDAQ, and applicable LawsAct. The letter to stockholders, notice of meeting, proxy statement and statement, forms of proxy to be distributed to stockholders in connection with the Merger and, if required or deemed advisable by Parent, to be filed under the Exchange Act, Schedule 13E-3 to be filed by the Company with the SEC are collectively referred to herein as the “"Proxy Statement.” " Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the information supplied by Parent or Merger Sub or any of their respective Representatives that is contained or incorporated by reference in the Proxy Statement.

Proxy Statement; Other Information. None of the information provided by the Company or its Representatives to be included in the Proxy Statement will (ia) at the time of filing the definitive Proxy Statement, as supplemented, if applicable, with the SEC, (b) at the time of the mailing of the Proxy Statement Statement, as amended or any amendments or supplements thereto supplemented, if applicable and (iic) at the time of the Company Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement, as amended or supplemented, and any other documents to information supplied be filed by the CompanyCompany with the SEC in connection with the Transactions, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder, the rules of NASDAQ, and applicable LawsAct. The letter to stockholdersshareholders, notice of meeting, proxy statement (including any amendments and forms supplements thereto) and form of proxy to be distributed to stockholders in connection with the Merger to be filed with the SEC and distributed to shareholders in connection with the Merger are collectively referred to herein as the “Proxy Statement.” ”. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the information supplied by Parent or Merger Sub or any of their respective Representatives that is contained or incorporated by reference in writing specifically for inclusion in the Proxy Statement.

Proxy Statement; Other Information. None of the information provided by the Company or its Representatives to be included in the The Proxy Statement will (i) not at the time of the mailing of the Proxy Statement or any amendments or supplements thereto and (ii) to the shareholders of the Company, at the time of the Company Meeting, and at the time of any amendments thereof or supplements thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that no representation is made by the Company with respect to information supplied by, or the sufficiency of disclosures related to, Parent, Merger Sub or any Affiliate of Parent or Merger Sub. The Proxy Statement, as to information supplied by the Company, Statement will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations thereunder, the rules of NASDAQ, and applicable LawsAct. The letter to stockholdersshareholders, notice of meeting, proxy statement and statement, forms of proxy and any other soliciting materials to be distributed to stockholders shareholders in connection with the Merger to be filed with the SEC in connection with seeking the adoption and approval of this Agreement are collectively referred to herein as the “Proxy Statement.” Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the information supplied by Parent or Merger Sub or any of their respective Representatives that is contained or incorporated by reference in the Proxy Statement.”